Press releases

“When we communicated our updated strategy in November 2019, we had a clear agenda on the path forward. We have since then significantly diversified our audience, genres, and our revenue streams. Across our studios, we have successfully implemented an ESG program, accelerated synergies and collaborations, increased the number of games with sustained profitability, expanded our market reach and strengthened our Stillops platform. Three times as big as we were two years ago, we keep executing on our strategy and stay committed to our financial targets and ambition to build the leading free-to-play powerhouse”, says Jörgen Larsson, CEO.

The presentations will cover several topics including how Stillfront works with its studios after being acquired, a deep dive on the financial model, and further details on recent and upcoming game launches including titles such as DogLife, BitLife DE, Iron Order 1919, The General, Love and Passion, and SIEGE: Apocalypse.

Speakers at Stillfront’s Capital Markets Day include Jörgen Larsson, CEO; Alexis Bonte, COO; Andreas Uddman, CFO; Marina Andersson, Head of M&A; Phillip Knust, CPO; as well as representatives from Stillfront’s studios Goodgame Studios, Moonfrog Labs, Candywriter and Sandbox Interactive.

Further information regarding the event, including a complete agenda, is available on Stillfront’s website on https://www.stillfront.com/en/capital-markets-day-2021/

The presentations will be held in English and the event will be streamed live at https://www.stillfront.com/en/capital-markets-day-2021/. The webcast is expected to end at 18:00 CET. No pre-registration for participation on webcast is required.

As SVP Synergies & Operations, Amy Lee will focus on maximizing the value of Stillfront’s eco-system of growing game studios, working closely together with the other members of the group business management team. Amy’s role will be to support and govern certain designated studios within the group by being a backing partner in their efforts to drive performance and continue their successful journeys.

Amy has extensive experience from the gaming industry covering positions within product development, user acquisition and live operations. Previous experience includes her role as Lead Product Manager at Walt Disney, where she led the product management team and drove live operations of free-to-play Disney mobile titles. Prior to Walt Disney, Amy was a Performance Marketing Analyst at Nexon.

“I am very happy to welcome Amy in joining the team as SVP Synergies & Operations. One of Stillfront’s most important value drivers are the synergies and collaborations created between our studios. With Amy’s impressive background and expertise from many disciplines within the games industry, she will play an important role in maximizing the value of our unique Stillops platform for our studios”, says Alexis Bonte, COO, Stillfront.

“I am incredibly excited to be joining Stillfront Group in this new role. Stillfront consists of amazing game studios and has a massive opportunity to build a powerful ecosystem to maximize value and continue driving growth. I am excited to partner closely with the studios to support their growth and help the group execute against the opportunity,” says Amy Lee.

Amy will assume her position on November 15, 2021.

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q3-2021

To participate via phone, please call:

SE: +46 8 505 583 59
UK: +44 33 330 092 64
US: +1 64 672 249 57

Welcome to join us on November 17, 2021 at 15:00-18:00 CET online or at Skyddsrummet, Söder Mälarstrand 25B, Stockholm, Sweden.

The event will be packed with inspirational talks, panel discussions and updates on Stillfront’s strategy and position in the market. We’ll also take a deep dive into several of the studios in Stillfront’s ever-growing group including Moonfrog Labs, Candywriter and Sandbox Interactive.

For more information, agenda, and registration for participation in person at Skyddsrummet, please visit https://www.stillfront.com/en/capital-markets-day-2021/

No preregistration is needed for participation via webcast. The number of seats is limited at Skyddsrummet. Please note that your participation is not confirmed until you have received a confirmation e-mail.

The total upfront purchase price, which has been paid to the sellers of Jawaker on the date hereof, amounted to USD 205 million, on a cash and debt free basis (the "Upfront Purchase Price"). Of the Upfront Purchase Price, 26 percent was paid in 8,540,092 newly issued shares in Stillfront through a directed share issue to the sellers (except for Media Zone Investments FZ LLC that received cash consideration only), and the remaining 74 percent of the Upfront Purchase Price was paid in cash to the sellers.

The new share issue was resolved on the date hereof by the board of directors of Stillfront based on the mandate granted by the Annual General Meeting held on 11 May 2021. The reason for the deviation from the shareholders’ pre-emption right is to enable Stillfront to fulfill its commitments made in connection with the acquisition of Jawaker. The subscription price per share related to the Upfront Purchase Price amounts to 54.140 SEK and corresponds to the volume weighted average price per share in Stillfront traded on Nasdaq Stockholm during the twenty trading days up to and including September 6, 2021, converted into USD at the average exchange rate between SEK and USD of the Swedish Central Bank (Sw. Riksbanken) published at https://www.riksbank.se/en-gb/ during the same period.

Through the new issue of the shares, the share capital of Stillfront will increase by SEK 597,806.44. The newly issued shares were subscribed and paid for by way of set-off of claims by the sellers on the date hereof. The issued shares shall be entitled to dividend as from the first record day for dividend after such shares have been registered with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden AB. Through the new issue of the shares in connection with the completion of the Transaction, the dilution for the current shareholders in Stillfront is approx. 2.2 percent on a fully diluted basis (i.e. based on the total number of registered shares and votes in Stillfront as per the date hereof (including new shares which have been registered in the period since the acquisition was announced on September 8, 2021) and the shares that have been issued in relation to the Transaction).

Certain sellers may receive an earn-out payment of up to USD 20 million payable in cash, if Jawaker reaches certain EBIT targets for 2021. The earn-out payment for 2021 will be zero for the midpoint of the expected EBIT range for 2021. In addition, certain sellers may receive additional earn-out payments of 1.0x EBIT of Jawaker for each of the financial years 2022, 2023, 2024, 2025 and 2026. The earn-out consideration for 2022-2026 is payable 70 percent in cash and 30 percent in newly issued shares in Stillfront. The subscription price for newly issued shares related to the earn-out purchase price (if any) will be based upon the volume weighted average price of the shares in Stillfront traded on Nasdaq Stockholm for a period of ten trading days up to and including the day before Stillfront's announcement of financial results for the applicable earn-out period converted into USD at the average exchange rate between SEK and USD of the Swedish Central Bank (Sw. Riksbanken) published at https://www.riksbank.se/en-gb/ during the same period.

All other conditions for completion have now been fulfilled. Jawaker will be consolidated into Stillfront’s consolidated financial reporting from October 1, 2021.

IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced, or distributed, should inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Stillfront in any jurisdiction, neither from Stillfront nor from someone else.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the share issue must be made on the basis of all publicly available information relating to Stillfront and Stillfront’s shares. Such information has not been independently verified by Stillfront. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.

This press release does not constitute a recommendation concerning any investor’s option with respect to the share issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a Transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, the United States, the United Kingdom, Australia, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa, New Zealand or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Stillfront has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the share issue to the sellers of Jawaker. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Stillfront have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Stillfront may decline and investors could lose all or part of their investment; the shares in Stillfront offer no guaranteed income and no capital protection; and an investment in the shares in Stillfront is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the share issue to the sellers of Jawaker.

For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Stillfront.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stillfront and determining appropriate distribution channels.

The Capital Markets Day is scheduled as a physical event with all necessary health and safety precautions taken considering the ongoing Covid-19 pandemic. The event will also be streamed live for those who prefer to participate remotely.

The Capital Markets Day will include an update on Stillfront’s strategy and position as well as deep dives into a number Stillfront’s game studios.

A formal invitation, including an agenda and registration details for the event, will be distributed closer to the event.

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q2-2021

To participate via phone, please call:

SE: +46 8 505 583 52
UK: +44 33 330 092 68
US: +1 64 672 249 04

The total upfront consideration, which has been paid to the sellers as of the date hereof, amounted to USD 32.5 million on a cash and debt free basis. Of the upfront consideration USD 9.75 million was paid by set-off by transfer of 981,813 newly issued shares in Stillfront through a directed share issue to the sellers of Game Labs, and the remining part of the upfront consideration was paid in cash. The consideration for the cash payment was financed by cash at hand and available credit facilities.

The new share issue was resolved on the date hereof by the board of directors of Stillfront based on the mandate granted at the extraordinary general meeting held on 17 December 2020. The reason for the deviation from the shareholders’ pre-emption right is to allow that Stillfront will be able to fulfill its commitments made in connection with the acquisition of Game Labs. The subscription price per share related to the upfront consideration amounts to SEK 83.586 (determined through negotiations between the sellers and Stillfront) and corresponds to the volume weighted average price per share in Stillfront traded on Nasdaq First North Premier Growth Market during the ten trading days up to and including 6 May 2021 converted into USD at the average exchange rate between SEK and USD of the Swedish Central Bank (Sw. Riksbanken) published at https://www.riksbank.se/en-gb/ during the same period.

Through the new share issue, Stillfronts share capital will increase by SEK 68,726.91. The issued shares shall be entitled to dividend as from the first record day for dividend after such shares have been registered with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden AB. Through the new issue of the shares in connection with the completion of the transaction, the dilution for the current shareholders in Stillfront is approx. 0.27 percent on a fully diluted basis (i.e. based on the total number of shares and votes registered in Stillfront after completion of the share issue in relation to the transaction).

In addition, the sellers may receive an earn-out payment for each of the financial years 2021, 2022 and 2023 depending on the EBIT development of Game Labs during each of those financial years, however not exceeding USD 30 million in aggregate. The earn-out consideration will be payable 70 percent in cash and 30 percent in newly issued shares in Stillfront to the sellers during the subsequent year of the respective earn-out period. The subscription price for newly issued shares related to the earn-out payments (if any) will be based upon the volume weighted average price of the shares in Stillfront traded on Nasdaq Firth North Premier Growth Market or such other market place on which Stillfront's shares are listed for a period of ten trading days prior to the date of Stillfront’s announcement of financial results for the applicable earn-out period converted into U.S. Dollars at the average exchange rate between SEK and US Dollars of the Swedish Central Bank published at https://www.riksbank.se/en-gb/ during the ten day period set forth above.

All conditions for closing have now been fulfilled. Game Labs will be consolidated into Stillfront’s consolidated financial reporting from May 2021.

IMPORTANT INFORMATION
Distribution of this press release
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced or distributed, should inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Stillfront in any jurisdiction, neither from Stillfront nor from someone else.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the share issue must be made on the basis of all publicly available information relating to Stillfront and Stillfront’s shares. Such information has not been independently verified by Stillfront. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.

This press release does not constitute a recommendation concerning any investor’s option with respect to the share issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the “Securities Act“), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a Transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, South Africa, Switzerland, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. Stillfront has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the mentioned share issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Stillfront have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Stillfront may decline and investors could lose all or part of their investment; the shares in Stillfront offer no guaranteed income and no capital protection; and an investment in the shares in Stillfront is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the share issue to the sellers of Game Labs.

For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Stillfront.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stillfront and determining appropriate distribution channels.

In the webcast, the chairman of the board and the CEO will, among other things, give their views on the past year and provide answers to questions received from shareholders.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q-and-a-agm-2021

To participate via phone, please call:

SE: +46856642695
UK: +443333009264
US: +18332498407

Stillfront Group’s Annual General Meeting 2021

The Annual General Meeting of Stillfront Group AB (publ) will be held on 11 May 2021 in Stockholm. In order to prevent the spread of the virus causing covid-19, the board of directors has decided that the annual general meeting will be held without the physical presence of shareholders, proxies or external parties and that the shareholders shall have the opportunity to exercise their voting rights only by postal voting prior to the annual general meeting. For more information on Stillfront Group’s Annual General Meeting 2021, please visit: https://www.stillfront.com/en/arsstamma-agm-2021/.

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q1-2021

To participate via phone, please call:

SE: +46 8 505 583 59
UK: +44 33 330 090 35
US: +1 83 382 305 86

Andrew has almost 20 years’ experience leading teams and driving growth in different roles across the gaming industry. Previous experience includes his role as Head of Business Operations at TinyCo, a San Francisco-based mobile games studio which was acquired by Jam City in 2016. Andrew has also held different product and marketing roles at Electronic Arts, Atari, Miramax Films and Take-Two Interactive, and in 2018 he co-founded instant play gaming start-up Knock Knock.

“It is with great pleasure I welcome Andrew to the Stillfront team as SVP Operations & Growth. Andrew has extensive experience from across the gaming sector and will play a key role in supporting our studios with growth initiatives and further strengthening Stillfront’s business management operations. Stillfront’s ability to attract top international talent is a key component in our growth strategy and the recruitment of Andrew is a perfect example of our ability to do just that”, says Alexis Bonte, Group COO, Stillfront.

In his role at Stillfront Group, Andrew will be responsible for the support and governance of certain designated studios within the group. Andrew will also be responsible for finding areas for additional collaboration projects between studios to continue to drive growth and synergies across the group.

“I am very excited to be joining Stillfront Group in this new role. Stillfront is comprised of incredible studios, and I find a lot of joy in working with studio teams and supporting their growth. There is so much amazing potential here and on the horizon as games continue to become central to everyone’s entertainment experience globally”, says Andrew N. Green.

Andrew will assume his position on March 8, 2021.

The consideration for the initial tranche, which has been paid in cash to the sellers of Moonfrog on the date hereof, amounted to approx. USD 90 million, on a cash and debt free basis. The consideration for the initial tranche has been financed by cash at hand and available credit facilities.

The remaining 9% of the shares in Moonfrog are to be acquired through up to three additional tranches. The second tranche consideration shall be an amount equal to 1.00x EBITDA for the period 1 January – 31 December 2021, payable in cash upon closing of the second tranche which is expected to occur in 2022. The third tranche consideration shall be an amount equal to 1.00x EBITDA if EBITDA is up to USD 20 million, and 1.25x EBITDA if EBITDA exceeds USD 20 million for the period 1 January – 31 December 2022, payable in cash upon closing of the third tranche which is expected to occur in 2023. The fourth tranche consideration shall be an amount equal to 0.50x EBITDA for the period 1 January – 31 December 2023, payable in cash upon closing of the fourth tranche which is expected to occur in 2024.

Due to that Stillfront will acquire the remaining 9% of the shares in up to three additional tranches, Stillfront and the sellers of Moonfrog have entered into a shareholders’ agreement that come into effect as of today. The shareholders’ agreement has been entered into in order to regulate the internal relationship between Stillfront and the sellers with respect to ownership of shares in and governance of Moonfrog. The shareholders’ agreement will be terminated when Stillfront is the owner of 100% of the shares in Moonfrog.

Moonfrog will be consolidated into Stillfront’s consolidated financial reporting from 1 March 2021.

Important information
This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, Switzerland, South Africa or New Zealand or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

This announcement is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States or any other jurisdiction. Any securities that may be issued in connection with the transactions referred to in this announcement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly will not be offered or sold in the United States.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State).

This press release may contain certain forward-looking statements that reflect Stillfront’s current views or expectations of future events and financial and operational performance, including statements relating to the transaction and statements regarding guidance, planning, prospects and strategies. Words such as “intends”, “anticipates”, “expects”, “plans”, “estimates”, “may”, and similar expressions regarding indications or predictions of future developments or trends that are not based on historical facts, constitute forward-looking information. Although Stillfront believes that these statements are based upon reasonable assumptions and expectations, Stillfront cannot give any assurances that any such forward-looking statements will materialize. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Forward-looking statements in this press release apply only at the time of the press release and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

Stillfront Group announces its interim results for October-December 2020 on 17 February 2021 at 7:00 a.m. CET. The report will be presented in a live webcast at 10:00 a.m. CET the same day.

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q4-2020

To participate via phone, please call:

SE: +46 8 519 993 83
UK: +44 333 300 92 73
US: +1 833 249 8407

The total upfront purchase consideration, which has been paid to the sellers of Super Free on the date hereof, amounted to approx. USD 150 million, on a cash and debt free basis. Of the upfront purchase consideration, approximately USD 79 million was paid by set-off by transfer of 7,503,240 newly issued shares in Stillfront (the number of shares have been adjusted as a result of the share split of Stillfront’s shares resolved by the Extraordinary General Meeting on 17 December 2020, whereby each existing share was divided into ten shares (10:1) (the "Share Split")) through a directed share issue to the sellers of Super Free, and the remaining part of the upfront purchase consideration, equivalent of approximately USD 71 million, was paid in cash to the sellers.

The new share issue was resolved on the date hereof by the board of directors of Stillfront based on the mandate granted at the Extraordinary General Meeting held on 17 December 2020. The reason for the deviation from the shareholders’ pre-emption right is to allow that Stillfront will be able to fulfill its commitments made in connection with the acquisition of Super Free. The subscription price per share related to the upfront purchase consideration amounts to SEK 88.569 (determined through negotiations between Stillfront and the sellers and adjusted as a result of the Share Split) and corresponds to the volume weighted average price per share in Stillfront traded on Nasdaq First North Premier Growth Market during the ten trading days up to and including 16 December 2020 converted into a USD/SEK exchange rate of 8.4388 corresponding to the average exchange rate between SEK and USD of the Swedish Central Bank (Sw. Riksbanken) published at https://www.riksbank.se/en-gb/ during the same period. Through the new issue of the shares, the share capital of Stillfront will increase by SEK 525,226.8. The newly issued shares were subscribed and paid for by set-off by the sellers on the date hereof. The issued shares shall be entitled to dividend as from the first record day for dividend after such shares have been registered with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden AB. Through the new issue of the shares in connection with the completion of the transaction, the dilution for the current shareholders in Stillfront is 2.10 percent on a fully diluted basis (i.e. based on the total number of shares and votes registered in Stillfront after completion of the share issue in relation to the transaction).

In addition, the sellers may receive an earn-out purchase consideration which is a payment of 0-2x EBITDA for each of the financial years 2021, 2022 and 2023. The earn-out purchase consideration shall be satisfied as to approximately 47.5 percent of such sum in cash and, as to approximately 52.5 percent in the form of newly issued shares in Stillfront to the sellers. The subscription price for the issued shares related to the earn-out purchase consideration (if any) will be based upon the volume weighted average price of the shares in Stillfront traded on Nasdaq First North Premier Growth Market for a period of ten trading days up to and including the day before Stillfront's announcement of financial results for the applicable earn-out period.

All other conditions for closing have now been fulfilled. Super Free will be consolidated into Stillfront’s consolidated financial reporting from 1 February 2021.

IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced or distributed, should inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Stillfront in any jurisdiction, neither from Stillfront nor from someone else.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the share issue must be made on the basis of all publicly available information relating to Stillfront and Stillfront’s shares. Such information has not been independently verified by Stillfront. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.

This press release does not constitute a recommendation concerning any investor’s option with respect to the share issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a Transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, South Africa, Switzerland, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Stillfront has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the share issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Stillfront have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Stillfront may decline and investors could lose all or part of their investment; the shares in Stillfront offer no guaranteed income and no capital protection; and an investment in the shares in Stillfront is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the share issue to the sellers of Super Free.

For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Stillfront.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stillfront and determining appropriate distribution channels.